NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Investment AB Latour (“Latour“) contemplates to divest 7.8 million shares in Tomra Systems ASA (“Tomra”), representing 5.3 per cent of outstanding shares in Tomra, to Norwegian and international investors in an accelerated book-building process (the “Share Sale”). DNB Markets, a part of DNB Bank ASA (“DNB Markets”) and Skandinaviska Enskilda Banken AB publ (“SEB”, together with DNB Markets, the “Managers”) have been retained to explore the opportunity to divest the shares. Latour currently holds 39 million shares in Tomra, representing 26.4 per cent of the total number outstanding shares in the company.
“Latour has been the largest shareholder in Tomra since 2011 and we have experienced a strong growth journey. Looking ahead, Tomra is very well positioned for a greener and more sustainable society. By realizing a small part of the value increase, Latour will free financial resources for new investments. Latour will continue to act as the principal shareholder in Tomra with full support of Tomra’s long-term strategy in the same way as before” says Johan Hjertonsson, CEO Investment AB Latour.
The Share Sale will contribute to an increased liquidity and free float in the Tomra share.
The price per share in the Share Sale and the final number of shares to be offered to Norwegian and international institutional investors will be determined through an accelerated book-building process. The book-building process commences today, 27 May 2020, at 16:30 CEST and may close at any time on short notice at the sole discretion of the Managers. Further announcements will be made following completion of the book-building.
Latour has agreed to a lock-up undertaking of 180 days in relation to the remainder of their shares in Tomra after the Share Sale, subject to customary exceptions or waiver by the Managers at the banks sole discretion.
Göteborg, May 27, 2020
INVESTMENT AB LATOUR (PUBL)
Johan Hjertonsson, President and CEO
For further information, please contact:
Johan Hjertonsson, President and CEO Investment AB Latour +46 702 29 77 93
Anders Mörck, CFO Latour, +46 706 46 52 11
The minimum order and allocation has been set to a NOK equivalent of EUR 100,000. Latour may, however, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirement in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available. Latour reserves the right, at its sole discretion, to increase or reduce the number of offer shares or to sell no shares at all, depending on the price and the demand for shares.
The distribution of this announcement and the offer and sale of the shares in certain jurisdictions may be restricted by law. The shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has been taken by the Managers nor any of their affiliates that would permit an offering of the shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of securities in the United States.